82% of the Fully Diluted Share Capital of Sunrise
Tendered
Minimum Acceptance Offer Condition Exceeded
Additional Acceptance Period for the Offer Begins October 15,
2020 and Concludes October 28, 2020
Liberty Global (Nasdaq: LBTYA, LBTYB and LBTYK) announced today
the definitive interim results for the all cash, public tender
offer of UPC Schweiz GmbH (a subsidiary of Liberty Global) to
acquire all publicly held shares of Sunrise Communications Group AG
(SIX Swiss Exchange: SRCG). 37,107,859 Sunrise shares have been
tendered as of the end of the main offer period, corresponding to
81.98% of the fully diluted share capital of Sunrise.
The minimum acceptance offer condition, being the valid tender
of two-thirds of the fully diluted share capital of Sunrise, has
been met. The additional acceptance period for the offer will start
on October 15, 2020, and is expected to last until October 28,
2020, at 4 p.m. Swiss time.
Completion of the tender offer is subject to other conditions,
including regulatory approvals. After the settlement of the offer,
Liberty Global intends to initiate a squeeze-out procedure and
delist Sunrise shares from trading on the SIX Swiss Exchange.
Sunrise is therefore expected to become a wholly-owned subsidiary
within the Liberty Global group of companies. Certain Sunrise
shareholders who do not tender may face negative tax consequences
if the squeeze-out has to be conducted via a merger.
The indicative timetable for the closing of the offer is as
follows:
Thursday, October 15, 2020
Start of the additional acceptance
period
Wednesday, October 28, 2020
End of the additional acceptance period (4
p.m. Swiss time)
Thursday, October 29, 2020
Provisional notice of the end results of
the offer
Tuesday, November 3, 2020
Definitive notice of the end results of
the offer
Monday, November 9, 2020
(expected)
Sunrise Extraordinary General Meeting
Wednesday, November 11, 2020
(expected)
Settlement of the offer (subject to
satisfaction of remaining offer conditions, including regulatory
approvals)
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is one of the
world’s leading converged video, broadband and communications
companies, with operations in 6 European countries under the
consumer brands Virgin Media, Telenet and UPC. We invest in the
infrastructure and digital platforms that empower our customers to
make the most of the digital revolution.
Our substantial scale and commitment to innovation enable us to
develop market-leading products delivered through next-generation
networks that connect 11 million customers subscribing to 25
million TV, broadband internet and telephony services. We also
serve 6 million mobile subscribers and offer WiFi service through
millions of access points across our footprint.
In addition, Liberty Global owns 50% of VodafoneZiggo, a joint
venture in the Netherlands with 4 million customers subscribing to
10 million fixed-line and 5 million mobile services, as well as
significant investments in ITV, All3Media, ITI Neovision,
LionsGate, the Formula E racing series and several regional sports
networks.
For more information, please visit www.libertyglobal.com.
IMPORTANT ADDITIONAL INFORMATION
This release is for informational purposes only and does not
constitute, or form part of, any offer or invitation to sell or
issue, or any solicitation of any offer, to purchase or subscribe
for any registered shares in Sunrise or Sunrise's ADSs, nor shall
it form the basis of, or be relied on in connection with, any
contract therefor. Shareholders of Sunrise are urged to read the
documents relating to the tender offer described herein (the
Offer), which are available at
www.nationalconnectivitychallenger.ch.
U.S. shareholders of Sunrise may also call +1 303 220 6600 (US)
or email ir@LibertyGlobal.com to request a copy of the Offer
documents, which will be provided free of charge upon request.
Sunrise is incorporated in Switzerland and listed on the SIX Swiss
Exchange, and any offer for its securities will be subject to Swiss
disclosure and procedural requirements, which differ from those
that are applicable to offers conducted solely in the United
States. The transactions described above are structured to comply
with securities laws and regulations applicable to transactions of
this type. The communication is not being made by, and has not been
approved by, an “authorised person” for the purposes of Section 21
of the U.K. Financial Services and Markets Act 2000.
OFFER RESTRICTIONS
The Offer is not being and will not be made, directly or
indirectly, in any country or jurisdiction in which it would be
considered unlawful or otherwise violate any applicable laws or
regulations, or which would require Liberty Global or any of its
subsidiaries to change or amend the terms or conditions of the
Offer in any material way, to make an additional filing with any
governmental, regulatory or other authority or take additional
action in relation to the Offer. It is not intended to extend the
Offer to any such country or jurisdiction. Any such documents
relating to the Offer must neither be distributed in any such
country or jurisdiction nor be sent into such country or
jurisdiction, and must not be used for the purpose of soliciting
the purchase of securities of Sunrise by any person or entity
resident or incorporated in any such country or jurisdiction.
The Offer is being and will be made in the U.S. pursuant to
Section 14(e) of, and Regulation 14E under, the U.S. Securities
Exchange Act of 1934, as amended (the U.S. Exchange Act), subject
to the exemptions provided by Rule 14d-1 and Rule 14e-5 under the
U.S. Exchange Act and any exemptions from such requirements granted
by the U.S. Securities and Exchange Commission, and otherwise in
accordance with the requirements of Swiss law.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. In this context, forward-looking statements often address
expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,”
“target,” and similar expressions and variations or negatives of
these words. These forward-looking statements may include, among
other things, statements relating to the outlook in Switzerland of
Sunrise and Liberty Global; operational expectations, including
with respect to the development, launch and benefits of innovative
and advanced products and services, including gigabit speeds, new
technology and next generation platform rollouts or launches;
future growth prospects and opportunities, results of operations,
uses of cash, tax rates, and other measures that may impact the
financial performance of the companies; anticipated benefits and
synergies and estimated costs of the proposed transaction; the
expected timing of completion of the proposed transaction; and
other information and statements that are not historical facts.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. These risks
and uncertainties include events that are outside of the control of
the parties, such as: (i) Sunrise, Liberty Global, and our
respective operating companies’ ability to meet challenges from
competition and to achieve forecasted financial and operating
targets; (ii) the effects of changes in laws or regulations; (iii)
general economic, legislative, political and regulatory factors,
and the impact of weather conditions, natural disasters, or any
epidemic, pandemic or disease outbreak (including COVID-19); (iv)
Sunrise, Liberty Global, and our respective affiliates’ ability to
obtain regulatory approvals and satisfy other conditions to the
consummation of the proposed transaction; (v) the proposed
transaction may not be completed on anticipated terms and timing or
completed at all; (vi) Liberty Global and our affiliates’ ability
to successfully integrate Sunrise and realize anticipated
efficiencies and synergies from the proposed transaction; (vii) the
outcome of any potential litigation that may be instituted with
respect to the proposed transaction; (viii) the potential impact of
unforeseen liabilities, future capital expenditures, revenues,
expenses, economic performance, indebtedness, financial condition
on the future prospects and business of Sunrise and Liberty
Global’s Swiss business after the consummation of the proposed
transaction; (ix) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (x)
management’s response to any of the aforementioned factors. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see Liberty Global’s filings with the U.S.
Securities and Exchange Commission, including Liberty Global’s most
recently filed Form 10-Q. These forward-looking statements speak
only as of the date of this release. Sunrise and Liberty Global
expressly disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained
herein to reflect any change in expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201013006136/en/
Investor Relations: Max Adkins +44 20 8483 6336 John Rea
+1 303 220 4238 Stefan Halters +44 20 8483 6211
Corporate Communications: Molly Bruce +1 303 220 4202
Matt Beake +44 20 8483 6428
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